A casting nightmare? Director Rob Marshall said it wasn't. He started with one phone call, to perhaps the movie's most famous actress of all: Sophia Loren.

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"My heart was beating out of my shirt," Marshall said. Like his acclaimed film from 2002, "Chicago," "Nine" was to be an adaptation of a musical by the same name, which itself echoed Federico Fellini's landmark film "8 1/2." The participation of Loren, who knew and worked with Fellini, would give the film instant weight.

Marshall called. Loren said yes.

For the first and only time, "Nightline" got the entire cast of "Nine" together at New York's legendary Plaza Hotel for a feisty and intimate conversation. Cynthia McFadden led the actors and their director in a discussion of the new film, life backstage, eating habits, the pain of rehearsal and more.

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Click HERE for a full transcript of Cynthia McFadden's conversation with the cast of "Nine."

"I know it was very kumbaya, but come on -- somebody had a fight with someone, didn't they?" asked McFadden.

"Hold on," said Fergie. "There's a funny story. And she is not here but it's really cute. I remember this one day and we were doing the overture. And each woman is presented, and the very last shot of the day became Sophia's ... and Sophia's close-up was at the end of the day, and she was so upset, but I completely understood."

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Marshall professed his guilt.

"You are absolutely right, that was something that was my mistake," he said, "thinking it was better to do it in order and not in continuity. As opposed to thinking in terms of, you know, this iconic actor from, you know, from film. And then you realize that's important. So that was something."

"Had to ransack every florist in London!" joked Day-Lewis, to a round of laughter.

"And she forgave you?" asked McFadden.

"Yeah," said Marshall. "And she looked gorgeous, too."

'Am I Scary?'

Loren had to leave the luncheon early to catch a flight. McFadden took the opportunity to ask the rest of the cast about working with the legendary star of "It Started in Naples," "Two Women," "Marriage, Italian Style" and other classics.

"I was going to ask each of you," said McFadden. "I know that fame isn't calibrated in any kind of way, but since [Loren] is not with you right now: Is she the most famous of you all, do you think?"

"Without a shadow of doubt," said Day-Lewis.

"I remember I was putting on makeup one day in the mirror, because I don't ever really do that," said Hudson. "In real life, I am really bad at putting a face on. And she was watching me like this, and I turned around and she looked at me and said, 'More blush!' And I went, 'Really?' And she was like, 'Oh, yeah,' and I was like, 'Oh, OK!' And she was right. I needed more blush.

"And we went to dinner, and [we were] eating as we do on set -- eating and eating a lot. And she comes to me and she pushes my plate aside, because I am eating a lot. And she says, 'No more,'" Hudson said, laughing. "No more!"

"There is a great relationship, I have to say, between Sophia and Penelope," said Marshall.

"I love her so much," said Cruz.

Loren previously said she found Day-Lewis intimidating.

"I thought you were the intimidating one?" McFadden asked Day-Lewis. Then she turned to Loren. "I had heard that you had said he was scary."

"Am I scary?" said Day-Lewis.

"This phrase really is ruining me," said Loren. "Because not scary, you are a little bit intimidating when we have to do something together. I mean, for me, I don't know for you."

"In what way?" asked McFadden. "Why --"

"This is my personal --" said Loren.

"Let's change the subject," said Day-Lewis.

"No, I'm liking this subject," said McFadden.

"I'll bet you are," Day-Lewis said.

"Let's change the subject," Loren agreed.

"But why, why? Because he's intense?" asked McFadden, drawing groans from Day-Lewis and laughter from everyone else. "Because he is very, very much intense," said Loren. "He is so intense."

Day-Lewis wasn't the only one to bring intensity to the "Nine" set. Cruz impressed her co-stars with her dogged rehearsing.

"I hear you were called 'the warrior' and that you actually rehearsed to the point that your hands were bleeding," said McFadden.

"Oh, the ropes," Fergie recalled.

"Well, [my hands] had to bleed a little bit because of the ropes, yes, yes," said Cruz. "But I think you feel no physical pain. After dancing for all those hours, you get high in a good way. You go into a different state and you don't feel it anymore."

"It's true, that's a real dancer thing," said Marshall.

'You Pack It Away'

"Alright," asked McFadden, "who had the worst eating habits?"

Fergie immediately volunteered an answer: herself.

"Oh, yeah," she said. "That would be me."

Then she pointed at Cruz.

"Penelope and I," she said, to general merriment.

"Hold it!" said McFadden. "Who's the worst?"

Cotillard pointed across the table at Kidman.

"You came back with a burger one day on the set, and fries," she said.

"You eat anything?" McFadden asked.

"I do," said Kidman.

"Oh, Nicole eats," said Hudson.

"You pack it away," said McFadden to Kidman.

"Yeah, but I like to exercise, too, but yeah, I love to," said Kidman.

McFadden asked Fergie about her younger years.

"You were on the student council, I read somewhere," McFadden said.

"Oh, yeah, both my parents were teachers," said Fergie. "So that was a big deal in my school. I was in honors classes and it was about a positive reinforcement system in my house. You know, if I wanted to make those phone calls to the boyfriend, I had to get the grades. Yes, and I fell in love every year. I was so boy crazy, and every year there would be a different one, and I was madly in love with them and ... I loved falling in love.

"And you were a good girl until later, right?" asked McFadden.

"Well," said Fergie, laughing, "it depends on what you mean by being a good girl."

"Oh," replied McFadden, "I thought you meant it depended on what I meant by later."

"Well, yeah, I was 18 when I became a woman," said Fergie. "There it is, there's your sound bite, there you go. But no, but it was just lovely falling in love and just those teenage hormones racing and, you know, you have a boyfriend through the holidays, and all of a sudden, spring break would come along, and ..."

She made a sound of cutting

"... and, you know," she added.

"Wait, I have a boyfriend?!" Hudson chimed in.

"I'd get my fake ID and go to the, you know, wherever the spring break was, and find a new one for the year," said Fergie.